LOS ANGELES COUNTY
METROPOLITAN TRANSPORTATION AUTHORITY; AND UNITED TRANSPORTATION UNION.

Defendants.

SETTLEMENT AGREEMENT AND (Proposed) ORDER

1. PROCEDURAL HISTORY

The United States brought this action against the Los Angeles County
Metropolitan Transportation Authority ("MTA") pursuant to the provisions of Title
VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e,et seq., as amended ("Title
VII"). An amended complaint was filed to include the United Transportation
Union
("UTU") pursuant to court order. This Court has jurisdiction of the action under
42 U.S.C. § 2000e-6, 28 U.S.C. § 1343 and 28 U.S.C. § 1345.

In its amended complaint, the United States alleges that the MTA has
engaged in a pattern or practice of employment discrimination based on religion in
violation of Title VII by using hiring procedures that have excluded qualified
individuals from bus operator positions whose religious observances, practices
and/or beliefs preclude them from complying with the MTA's requirement that
employees in the Operations Division be available to work weekends, on any shift,
at any location, and has discriminated against Henry Asher based on religion by
terminating him because his religious observances, practices and/or beliefs
precluded him from working during the Sabbath.

The MTA and the UTU deny the United States' allegations, and further deny
violating any law, or discriminating against Henry Asher or anyone else on the
basis of religion. The assignments for MTA bus operators, with the exception of
initial BDOF Bus Operator assignments, are subject to seniority bidding pursuant
to a collective bargaining agreement. The MTA asserts that because it cannot
guarantee that any bus operator will have sufficient seniority to obtain a work
assignment with the desired days off, work hours, or work location, the MTA
requires every bus operator applicant to verify that he/she is available to work any
shift, at any location, on any day of the week. Nevertheless, the United States, the
MTA, and the UTU, desiring that this action be appropriately settled without the
burden of protracted litigation, agree to the jurisdiction of this Court over the
parties and the subject matter of this action. Subject to the Court's approval of this
Settlement Agreement, the parties waive hearings, findings of fact and conclusions
of law on all issues, and further agree to the entry of this Settlement Agreement as
final and binding between them as to the issues raised in the United States'
amended complaint in this case and the matters resolved in this Settlement
Agreement.

This Settlement Agreement, being entered with the approval of the United
States, the MTA, and the UTU, shall in no way constitute an adjudication or
finding on the merits of the case, nor be construed as an admission by the MTA or
the UTU, or a finding by the Court, of any wrongdoing or violation of any
applicable federal law or regulation.

2. NATURE AND EFFECT OF SETTLEMENT

2.1. No Admission

In entering into this Settlement Agreement, Defendants do not admit any
wrongdoing or liability to Plaintiff, to Mr. Asher, or to anyone else, nor any
entitlement by Plaintiff to any relief under any claim upon which relief is sought in
its First Amended Complaint ("Complaint"). The fact that the MTA is agreeing
herein to take specified actions shall not in any way be construed as an admission
that taking such actions is not an undue hardship. Any references in this
stipulation to policies to be created or enforced by the Defendants or either of them
shall not be construed as implying any admission that Defendants, or either of
them, have failed to abide by any of these policies or any law in the past.
Defendants assert that they are in full compliance with state and federal law, as
well as their own policies.

2.2. Settlement Purpose and Scope

2.2.1. The purpose of this Settlement Agreement is to avoid the
expense and uncertainty of protracted litigation while ensuring that:

2.2.1.1. Applicants and employees are not subjected to
discrimination on the basis of religion in hiring or employment with the MTA in
violation of Title VII;

2.2.1.2. the MTA adopts and maintains policies and procedures
that prohibit discrimination on the basis of religion in hiring and employment of
bus operators;

2.2.1.3. individuals who complain of religious discrimination
in employment as bus operators (including being denied employment) shall not be
retaliated against because of such complaint(s); and

2.2.1.4. the MTA offers monetary relief to Henry Asher.

2.2.2. Plaintiff and Defendants hereby agree to enter into this
Settlement Agreement and its approval and entry by the Court; that it shall be
binding upon the Defendants and upon the Plaintiff; and that it shall be in complete
satisfaction of all legal and equitable claims accruing prior to the date of entry of
this Settlement Agreement, based upon, or which could have been based upon or
arise from any of the factual matters alleged in the amended complaint, against any
Defendant or any Defendant's respective parents, subsidiaries, owners, officers,
directors, agents, employees, or contractors.

3. PROCEDURE

3.1. Court Approval

This Settlement Agreement shall be subject to Court approval, and shall not
become binding upon the parties, or any of them, and shall have no force and
effect, unless and until the Court approves and enters it. Nothing in this Settlement
Agreement shall be deemed to authorize the Court to change or vary any of its
terms.

3.2. Additional Steps

The parties will take all procedural steps that may be requested by the Court
and shall otherwise use their respective best efforts to consummate this settlement
and to obtain entry of the within Order.

4.ORDER

Pursuant to the agreement of the parties and the Court's approval thereof,

IT IS HEREBY ORDERED:

4.1. Definitions

The following terms have the stated meaning when used in this Settlement
Agreement unless the context clearly supplies a different meaning:

4.1.3. "Calendar-Year Quarter" shall mean those quarterly periods
of time from January 1 through March 31, from April 1 through June 30, from July
1 through September 30, and from October 1 through December 31.

4.1.4. "CBA" shall mean the collective bargaining agreement
negotiated between and approved by the MTA and the UTU, effective July 1,
2003, including each and every side-letter agreement thereto negotiated between
and approved by the MTA and the UTU, as well as any subsequent collective
bargaining agreement and/or side-letter agreement negotiated between and
approved by the MTA and the UTU.

4.1.15. "Plaintiff's Attorneys" shall mean the United States
Department of Justice and the United States Attorney for the Central District of
California.

4.1.16. "Religious Obligations" shall mean all aspects of religious
observance and practice, as well as belief.

4.1.17. "Religious Accommodation Policy" shall mean the MTA's
written policy to be created pursuant to section 4.5 below.

4.1.18. "Religious Holiday" shall mean a particular day of the year
that a Bus Operator's Religious Obligations would preclude him/her from working.

4.1.19. "Religious Unpaid Leave Status" shall mean a period of
time during which a bus operator shall not work for the MTA, and shall not be paid
by the MTA, because no Suitable Assignment is available. Religious Unpaid
Leave Status is governed by the criteria set forth below in section 4.3.

4.1.20. "Sabbath" shall mean a period of rest, occurring weekly,
during which a Bus Operator's Religious Obligations preclude him/her from
working.

4.1.21. "Shake-up" shall mean the reallocation of all bus operator
assignments, on a seniority basis, which currently occurs at least twice a year.

4.1.22. "Suitable Assignment" shall mean a work schedule
(specifying the days of the week to be worked, the sign-on and sign-off times, and
the location) that a Bus Operator would not be precluded from working by his/her
Religious Obligations, and that is in compliance with the criteria set forth below in
section 4.2.

4.1.23. "UTU" shall mean the United Transportation Union and its
officers, directors, employees, agents and affiliates. The UTU is one of the
Defendants in this matter.

4.1.24. "Weekly Bidding Right" shall mean the collectively
bargained right, such as that currently possessed by Part-Time Bus Operators, to
bid weekly for assignments assigned to newly transferred or promoted bus
operators of the same classification.

4.2. Suitable Assignments

4.2.1. What makes an assignment a "Suitable Assignment" will likely
vary from employee to employee based upon the employee's specific Religious
Obligations, but religious accommodations involving scheduling need only be
made where the employee's Religious Obligations preclude the employee from
working a particular period of time or preclude the employee from working a
particular period of time unless required as the result of unforeseeable
circumstances. The MTA shall not be required to accommodate religious
preferences, such as, for example, a preference not to work on Christmas, or not to
work Sunday mornings.

4.2.2. Which assignments are Suitable Assignments for a particular
bus operator depend upon factors such as, for example, whether or not that bus
operator's Religious Obligations require him/her to be home before the Sabbath
begins and whether or not that bus operator's Religious Obligations permit him/her
to continue working into the Sabbath if required by unforeseeable circumstances,
such as, for example, excessive traffic conditions, his/her relief operator failing to
show up on time, or an accident or mechanical breakdown involving his/her bus.

4.2.2.1. If a bus operator's Religious Obligations require
him/her to be home before the Sabbath begins, that will require an earlier ending
time than if the bus operator need only not be working by the beginning of the
Sabbath.

4.2.2.2. If a bus operator's Religious Obligations prevent
him/her from working into the Sabbath even if required as a result of unforeseeable
circumstances, an assignment will only be considered a Suitable Assignment for
that bus operator if it is scheduled to end early enough to account for such
unforeseeable circumstances, providing a margin of safety of at least three hours.
For example, if a bus operator's Religious Obligations would permit him/her to
work until 4:00 p.m. on Fridays, but would not allow exceptions for unforeseeable
circumstances, no assignment ending later than 1:00 p.m. would be a Suitable
Assignment for that bus operator.

4.2.3. Although Sabbath times may change throughout the year
(based upon time of sundown), an assignment is only a Suitable Assignment if it
will remain a Suitable Assignment for the entire period of time for which the
assignment is expected to last (for example, the six-month period between Shake-Ups). The MTA shall not be required to change the normal duration of any
assignment to create a Suitable Assignment.

4.2.4. If the MTA has an open, otherwise Suitable Assignment that
the MTA does not, in good faith, intend to fill at that time for legitimate business
reasons, the MTA shall not be required to make that assignment available in order
to accommodate an employee's Religious Obligations.

4.2.5 The occurrence of a Religious Holiday or Holidays during the
effective period of a work assignment (i.e., from the effective date of one Shake-Up to the effective date of the next Shake-Up) will not deem an otherwise Suitable
Assignment unsuitable.

4.3. Religious Unpaid Leave Status

4.3.1. Throughout this Settlement Agreement there are circumstances
defined under which a bus operator may be allowed or required to go on Religious
Unpaid Leave Status because no Suitable Assignment is available. Religious
Unpaid Leave Status shall be governed by the following provisions.

4.3.2. Unless expressly stated to the contrary elsewhere in this
Settlement Agreement, the maximum duration of any one instance of Religious
Unpaid Leave Status shall be 30 calendar days, after which Religious Unpaid
Leave Status shall expire. In addition, Religious Unpaid Leave Status shall be
limited to a cumulative total of 60 calendar days in any 365-day period, after which
Religious Unpaid Leave Status shall expire.

4.3.2.1. If a bus operator's Religious Unpaid Leave Status
expires with no Suitable Assignment available, the MTA may, but is not required
to, terminate the bus operator's employment, with the bus operator not eligible for
rehire.

4.3.3. A bus operator shall be permitted to go on Religious Unpaid
Leave Status no more than three times in any 365-day period.

4.3.3.1. If a bus operator who has already been on Religious
Unpaid Leave Status three times in a 365-day period fails to work his/her assigned
shift notwithstanding any conflict with his/her Religious Obligations, the MTA
may, but is not required to, terminate the bus operator's employment, with the bus
operator not eligible for rehire.

4.3.4. The MTA may require a bus operator on Religious Unpaid
Leave Status for more than 21 consecutive calendar days to undergo refresher
training before returning to work.

4.3.5. A bus operator on Religious Unpaid Leave Status who received
health benefits prior to going on Religious Unpaid Leave Status shall continue to
receive such health benefits while on Religious Unpaid Leave Status; however,
said bus operator shall be required to pay the pro rata portion of the MTA's
monthly cost of such benefits (based upon the fraction of the month spent on
Religious Unpaid Leave Status), in addition to the bus operator's own monthly
contribution (if any).

4.3.5.1. The bus operator shall be required to execute a payroll
deduction authorization allowing the MTA to deduct such amounts from the bus
operator's paychecks.

4.3.6. Bus operators on Religious Unpaid Leave Status shall not be
entitled to receive any benefits (other than health benefits as provided above in
section 4.3.5), and the MTA shall not be required to pay any amount (other than
the amounts for health insurance to be collected by the MTA from the bus operator
as provided above in sections 4.3.5 and 4.3.5.1) for any benefits for a bus operator
on Religious Unpaid Leave Status.

4.3.7.1 Time on Religious Unpaid Leave Status shall not count
towards the completion of the bus operator's probationary period.

4.3.7.1.1. The fact that a probationary bus operator was
on Religious Unpaid Leave Status, or received any other religious accommodation,
shall not be held against that operator by the MTA in determining whether that
operator successfully completed his/her probationary period.

4.3.7.2 Time on Religious Unpaid Leave Status shall not count
as time worked under the CBA for purposes of calculating entitlement to personal
time off (PTO).

4.3.7.3. Religious Unpaid Leave Status shall be treated like
other non-military leaves of absence for purposes of calculating service time
towards pension entitlement under the CBA and the pension plan for Full-Time
Bus Operators.

4.3.7.3.1. Full-Time Bus Operators on Religious Unpaid
Leave Status shall be required to pay their pension plan contributions monthly to
the MTA in accordance with the pension plan.

4.3.8. If a bus operator is otherwise entitled to use vacation or other
paid time off pursuant to the conditions contained in the CBA, he/she shall be
allowed to use such vacation or other paid time off before going on Religious
Unpaid Leave Status. The use of vacation or other paid time off shall not count
toward the limits on Religious Unpaid Leave Status set forth above in sections
4.3.2 and 4.3.3. If the use of vacation or other paid time off is subject to seniority
bidding at the bus operator's division, the bus operator shall only be permitted to
use such vacation or other paid time off before going on Religious Unpaid Leave
Status if that bus operator successfully bids by seniority for such use.

4.4. Undue Hardship

4.4.1. The MTA has represented to the United States that the CBA
requires that any vacancy resulting from a bus operator taking leave can only be
filled by a Full-Time Bus Operator. If the number of bus operators within a
classification concurrently on Religious Unpaid Leave Status reaches 4 bus
operator trainees, 4 BDOF Bus Operators, 7 Part-Time Bus Operators, or 13 Full-Time Bus Operators, the MTA may, but will not be required to, permit another
trainee or bus operator within that classification to be placed on Religious Unpaid
Leave Status. If, in such a situation, the MTA does not permit another trainee or
bus operator of the same classification to go on Religious Unpaid Leave Status, the
MTA may, but is not required to, terminate any trainee or bus operator requiring
such leave unless such trainee or operator agrees to work his/her assigned work
assignment notwithstanding any conflict with his/her Religious Obligations. Bus
operator trainees or bus operators so terminated shall not be eligible for rehire.

4.4.1.1. In addition to the limits specified above in section
4.4.1, the maximum number of bus operators at any one division that the MTA
shall be required to maintain on Religious Unpaid Leave Status at any one time is
six. Accordingly, if a seventh bus operator at any one division were to require
Religious Unpaid Leave Status, the MTA may, but is not required to, allow that
bus operator to go on Religious Unpaid Leave Status. If, in such a situation, the
MTA does not permit that bus operator to go on Religious Unpaid Leave Status,
the MTA may, but is not required to, terminate that bus operator unless such
operator agrees to work his/her assigned work assignment notwithstanding any
conflict with his/her Religious Obligations. Bus operators so terminated shall not
be eligible for rehire.

4.4.1.2. If more than one trainee or bus operator requires being
placed on Religious Unpaid Leave Status on the same day, seniority shall govern
the order in which such trainees or bus operators shall be placed on Religious
Unpaid Leave Status.

4.5. Religious Accommodation Policy

4.5.1. No later than ninety (90) days after the Effective Date, the
MTA shall create, adopt, and provide to the United States, a written Religious
Accommodation Policy that shall set forth in plain language the specific rights and
obligations of the MTA and its bus operator employees and applicants and the
procedures to be used in asserting those rights and obligations, as those rights,
obligations and procedures are defined by this Settlement Agreement. The
Religious Accommodation Policy shall include a prohibition of unlawful
discrimination on the basis of religion. The Religious Accommodation Policy shall
also identify by name and provide contact information for the designated member
of MTA management whose responsibilities are set forth in section 4.5.2. 4.5.2. The MTA shall designate a member of management who is
responsible for enforcing the provisions of this Settlement Agreement. This
person's responsibilities shall include, but are not limited to:

4.5.2.1. ensuring that all paragraphs of this Settlement
Agreement are fully implemented and complied with;

4.5.2.2 overseeing the receiving and investigating of
complaints of discrimination in employment with respect to bus operators
(including being denied employment as a bus operator) on the basis of religion;

4.5.2.3 overseeing the preparing of a report of the outcome of
each investigation of alleged discrimination in employment with respect to bus
operators (including being denied employment as a bus operator) on the basis of
religion; and

4.5.3. Within ten (10) days from the date on which the MTA adopts
the Religious Accommodation Policy as set forth in section 4.5, the MTA shall
post notices stating that anyone desiring more information about the MTA's
Religious Accommodation Policy or a copy of the MTA's Religious
Accommodation Policy may contact the designee indicated in section 4.5.1 and
4.5.2. This posting shall also include the designee's name, phone number, and a
location to obtain a copy of the policy. These notices shall be posted at all
locations where equal employment opportunity information is posted for bus
operator applicants, bus operator trainees, and bus operators, and on the MTA
intranet websites used for posting notices or policy changes for or concerning any
of the MTA's bus operator divisions, Operations Central Instruction, and the
Human Resources/EEO department.

4.6. Hiring

4.6.1. The MTA shall modify its job marketing materials, job
bulletins and job descriptions for bus operators and its appraisal interviews of bus
operator applicants, to reflect that the MTA operates bus service 24 hours a day,
seven days a week, 365 days a year, out of eleven bus divisions, and that bus
operator assignments, including days off and start and stop times are governed by
seniority pursuant to a collective bargaining agreement. The MTA's job marketing
materials, job bulletins, job descriptions and employment application for bus
operators shall state that the MTA is an equal opportunity employer, and does not
discriminate on the basis of race, color, creed, national origin, gender, marital
status, sexual orientation, religion, age, veteran status, or disability. The materials
shall state that more information may be obtained about the MTA'sReligious
Accommodation Policy by contacting the [name of designee required by section
4.5.2] at [phone number of designee]. The modifications specified in this section
(4.6.1) shall be completed no later than ninety (90) days after the Effective Date.
A copy of the modified materials shall be sent to the United States no later than
one hundred (100) days after the Effective Date. 4.6.2. No later than ninety (90) days after the Effective Date, the
MTA shall modify its employment application for bus operators to include a place
for applicants who are not available to work any shift, on any day of the week,
whether weekday or weekend, to state the reason for their unavailability. A copy
of the modified application shall be provided to the United States no later than one
hundred (100) days after the Effective Date. If an applicant indicates on his/her
application, or otherwise informs the MTA, that his/her unavailability is compelled
by his/her Religious Obligations, the MTA shall provide the applicant with a copy
of the MTA's Religious Accommodation Policy, and shall allow the applicant to
decide whether or not to continue in the hiring process subject to that Policy.

4.6.3. When a bus operator applicant informs the MTA during his/her
appraisal interview or at any other time during the hiring process that the applicant
is not available to work any shift, on any day of the week whether weekday or
weekend, and that such unavailability is compelled by his/her Religious
Obligations, the MTA shall provide the applicant with a copy of the MTA's
Religious Accommodation Policy, and shall allow the applicant to decide whether
or not to continue in the hiring process subject to that Policy.

4.6.4. The MTA shall, in good faith and pursuant to the terms set
forth in its Religious Accommodation Policy and this Settlement Agreement,
accommodate the Religious Obligations of any bus operator applicant and/or bus
operator on a "first-come, first-serve" basis and as bus operator personnel demands
allow. Bus operator applicants and bus operators requesting accommodation due
to an inability to work specified periods of time (such as, for example, sundown
Friday through sundown Saturday, and/or on Religious Holidays) compelled by
their Religious Obligations shall be informed by the MTA that bus operator
assignments after the initial assignment are determined based upon seniority as
defined by the CBA, and that because bus operators bid for assignments by
seniority, the MTA cannot guarantee any bus operator a Suitable Assignment, nor
can it guarantee that a bus operator will not receive an unsuitable assignment (i.e.,
one that conflicts with the bus operator's Religious Obligations). Such bus
operator applicants and bus operators shall be informed that they must accept the
assignment that their seniority affords them through the bidding process or go on
Religious Unpaid Leave Status until a Suitable Assignment is available as set forth
in more detail herein.

4.6.5. The MTA may require a bus operator applicant to inform the
MTA as soon as possible during the application or interview process of the need
for a religious accommodation and to specifically define and document all of
his/her Religious Obligations that might affect his/her employment, so that he/she
avoids or minimizes scheduling conflicts.

4.6.6. The MTA may require a bus operator applicant or bus operator
requesting a religious accommodation to complete a form, attached hereto as
Appendix A, specifically defining the manner in which his/her Religious
Obligations might conflict with a bus operator's work requirements. In the case of
a Sabbatarian, for example, the bus operator applicant or bus operator shall state
the specific day(s) and time(s) he or she is precluded from working by reason of
his/her Religious Obligations, as well as whether his/her Religious Obligations
would allow him/her to continue working past the beginning of the Sabbath under
a variety of circumstances the particular occurrences of which are unforeseeable
(such as, for example, excessive traffic conditions, his/her relief operator failing to
show up on time, or an accident or mechanical breakdown involving his/her bus).
The MTA shall not be required to accommodate a bus operator applicant or bus
operatorwho fails or refuses to fully complete and sign this form as required by
sections 4.6.5 and 4.6.6. Should the MTA find it necessary to modify the form
attached hereto as Appendix A, it shall notify the United States in writing of its
proposed changes. The United States shall have ten (10) days to object to the
proposed changes, in which case the parties will attempt to informally reach a
resolution. If no such resolution can be reached, the parties will proceed according
to section 4.17.1. Any modification shall be consistent with the requirements and
intent of this Settlement Agreement.

4.7. OCI Training

4.7.1 A bus operator trainee currently undergoes OCI training
Monday through Friday, for four weeks, except when there is a legal holiday
during the four week period; then, the holiday class is rescheduled to the weekend.
Bus operator applicants whose Religious Obligations prevent them from working
on a weekend day shall be scheduled into a training class not containing a holiday
during the training class. Additionally, an applicant who has notified the MTA of a
Religious Holiday that would fall during the training class and that would
accordingly preclude the applicant from working that day, similarly shall initially
be scheduled into a later class not containing such a Religious Holiday. If
unforeseen circumstances occur that otherwise necessitate a weekend class that the
applicant's Religious Obligations preclude him/her from attending, the applicant
shall be placed on Religious Unpaid Leave Status for one week, resume training on
the same day in the following week's class, and not be charged with an incident of
absence or a missout.

4.8.Mentor Training

4.8.1 After successfully completing OCI training, a bus operator
trainee undergoes mentor training at an MTA division, currently consisting of the
trainee obtaining two weeks of actual, revenue service (passenger carrying), bus
driving experience by being paired with a qualified mentor operator and working
the mentor's work assignment with the mentor. The MTA shall make good faith
best efforts to assign a bus operator trainee whose Religious Obligations preclude
him/her from working a particular period of time to an available mentor with a
Suitable Assignment. As a result, such trainee may be assigned for mentor training
to a division further from the trainee's home than would otherwise be the case.

4.8.2. If no mentor with a Suitable Assignment is available, the bus
operator trainee shall be placed on Religious Unpaid Leave Status, for a maximum
of three weeks, until a mentor with a Suitable Assignment is available. If no such
mentor is available within three weeks, the bus operator trainee shall be required to
repeat the four week OCI training.

4.8.2.1. A bus operator trainee shall be permitted to repeat the
four week OCI training only once. If no mentor with a Suitable Assignment is
available when the bus operator trainee completes his/her second OCI training, the
trainee shall again be placed on Religious Unpaid Leave Status for a maximum
period of three weeks. If no mentor with a Suitable Assignment is available within
this second three week period, the MTA shall be entitled to terminate the bus
operator trainee who shall not be eligible for rehire.

4.8.3. The MTA shall be under no obligation to adjust any mentor's
assignment to accommodate a bus operator trainee's Religious Obligations.

4.9. Initial BDOF Assignment

4.9.1. The MTA shall make good faith best efforts to assign a new
BDOF Bus Operator whose Religious Obligations preclude him/her from working
a particular period of time to a division where a BDOF Suitable Assignment is
available, and the operator shall be assigned to such an assignment, if there is such
a division. As a result, such an operator may be assigned to a division further from
his/her home than would otherwise be the case.

4.9.2. If no BDOF Suitable Assignment exists at any division, then
the BDOF Bus Operator shall be placed on Religious Unpaid Leave Status until a
BDOF Suitable Assignment becomes available (subject to the durational
limitations stated above in section 4.3).

4.9.3. The MTA shall not be required to create a Suitable Assignment
in order to accommodate an employee.

4.9.4. If, in the future, the UTU seeks and successfully acquires
Weekly Bidding Rights for BDOF Bus Operators as are currently possessed by
Part-Time Bus Operators, BDOF Bus Operators may be displaced from their initial
or subsequently assigned Suitable Assignment by exercise of Weekly Bidding
Rights. In such cases, BDOF Bus Operators may be required to go on Religious
Unpaid Leave Status if they do not have the seniority to obtain another BDOF
Suitable Assignment at that division and if no Hardship Transfer to a division
having a BDOF Suitable Assignment is available pursuant to the conditions stated
below in section 4.10.

4.10. Shake-Ups and Hardship Transfers

4.10.1. Bus operators whose Religious Obligations preclude them
from working a particular period of time shall bid at Shake-Ups, with all other bus
operators in the operator's division, in seniority order, for a Suitable Assignment.
If such operator's seniority is such that he/she is unable to obtain a Suitable
Assignment during the Shake-Up, he/she shall seek a Hardship Transfer to another
division where a Suitable Shift is or becomes available. If a Suitable Assignment
has not been obtained when the Shake-Up takes effect, and the bus operator does
not agree to work his/her assignment notwithstanding any conflict with his/her
Religious Obligations, the bus operator shall go on Religious Unpaid Leave Status
or, if allowed pursuant to section 4.3.8, use vacation or other paid time off, until a
Suitable Assignment becomes available at the operator's division or such Hardship
Transfer is granted.

4.10.1.1. Although bus operators seeking a Hardship Transfer
generally have to specify a particular division to which they request a transfer, bus
operators seeking a Hardship Transfer based upon Religious Obligations shall not
be required to so specify; rather, such bus operators shall be permitted to request a
Hardship Transfer to any division where a Suitable Assignment is or becomes
available.

4.10.1.2. Other than as specified above in section 4.10.1.1,
Hardship Transfers shall be governed by the existing rules; that is, Hardship
Transfer requests of Equalized employees shall continue to be granted first and
according to seniority, and seniority and the MTA's bus operator personnel needs
shall continue to govern which other Hardship Transfers are granted. Operators
seeking a Hardship Transfer based upon Religious Obligations shall not be given
priority beyond their seniority over any other Bus Operators seeking Hardship
Transfers.

4.11. Part-Time Bus Operators and Full-Time Bus Operators

4.11.1. Part-Time Bus Operators have the collectively bargained right
to bid weekly for assignments assigned to newly transferred or promoted Part-Time Bus Operators. Similar to Shake-Ups, if a Part-Time Bus Operator whose
Religious Obligations preclude him/her from working a particular period of time is
displaced from a Suitable Assignment by a more senior Part-Time Bus Operator,
the MTA may require him/her to obtain another Suitable Assignment that his/her
own seniority allows him/her to obtain, if there are any, or if there are not, he/she
shall seek a Hardship Transfer to another division having a Suitable Assignment.
If a new Suitable Assignment has not been obtained by the date the displacement
becomes effective, and the bus operator does not agree to work his/her assignment
notwithstanding any conflict with his/her Religious Obligations, the bus operator
shall go on Religious Unpaid Leave Status, or if allowed pursuant to section 4.3.8,
use vacation or other paid time off, until a Suitable Assignment beco

4.11.2. The MTA shall explain to BDOF Bus Operators whose
Religious Obligations preclude them from working a particular period of time and
who are considering promotion to Part-Time Bus Operator that Part-Time Bus
Operators are subject to this weekly bidding system, so that they can make an
informed decision whether to promote to Part-Time Bus Operator status or remain
a BDOF Bus Operator.

4.11.3. Similarly, the MTA shall explain to Part-Time Operators
whose Religious Obligations preclude them from working a particular period of
time and who are considering promotion to Full-Time Bus Operator that some
aspects of Full-Time Bus Operator status may interfere with their Religious
Obligations.

4.11.3.1. Specifically, such Part-Time Bus Operators shall be
informed that: (1) all new Full-Time Bus Operators must work the extra board until
they earn sufficient Full-Time seniority to bid a regular assignment; (2) extra board
operators bid for their days off based upon seniority; and (3) it is very unlikely that
low-seniority extra board operators will be able to obtain either Friday or Saturday
off.

4.12 Voluntary Exchange of Regular Assignments

4.12.1. Consistent with the Collective Bargaining Agreement, a Full-Time Bus Operator who is not able to obtain a shift that does not conflict with his
or her Religious Obligations may seek to exchange his or her regular assignment
with another willing operator of the same classification at the same division. Such
exchanges are subject to the approval of the appropriate Location Manager or
designee and the Local Chairman, whose approval will not be unreasonably
withheld.

4.13. Religious Holidays

4.13.1. In addition to listing on the form required by section 4.6.6 the
Religious Holidays their Religious Obligations preclude them from working, bus
operators with such needs shall be expected to remind their Division
Transportation Manager or Assistant Transportation Manager, in writing,
approximately 30 days in advance of each upcoming Religious Holiday so that a
reasonable accommodation can be attempted that does not impact the MTA's
service requirements, violate the CBA, or otherwise cause undue hardship to the
MTA. If the bus operator fails to give this written reminder, the MTA need not
accommodate the bus operator's Religious Holiday.

4.13.2. Bus operators shall be expected to fully cooperate with the
MTA in avoiding or minimizing any disruption caused by the Religious Holiday,
including, upon request by the MTA, the operator diligently requesting other
operators of the same classification to voluntarily swap assignments for the day,
and the operator agreeing to accept any other assignment offered to him/her (so
long as the replacement assignment would not violate the operator's Religious
Obligations or the terms of the CBA). If the bus operator fails to so cooperate, the
MTA need not accommodate the bus operator's Religious Holiday.

4.13.2.1. The bus operator may also elect, or be required by the
MTA, to use any vacation or other paid time off the operator is otherwise entitled
to for the Religious Holiday consistent with the requirements of the CBA. If the
use of vacation or other paid time off is subject to seniority bidding at the Bus
Operator's division, the bus operator shall only be permitted to use such vacation
or other paid time off if that bus operator successfully bids by seniority for such
use.

4.13.3. If the operator is unable to arrange a voluntary swap for the
Religious Holiday, or to use vacation or other paid time off as described in section
4.13.2.1, and the MTA's bus operator personnel needs are such that no alternative
bus operator of the same classification is available at the division to work on a non-overtime basis, the bus operator will be charged pursuant to the attendance and
missout policies of the CBA (or the MOU for probationary employees) with an
absence or missout if he/she fails to work his/her assigned assignment
notwithstanding the Religious Holiday.

4.14. Relief for Henry Asher

4.14.1. By his and his wife's execution of the notarized general
release attached hereto as Appendix B, Henry Asher is accepting, subject only to
approval and entry of this Settlement Agreement by the Court, the following relief
being offered him by the MTA:

4.14.1.1. Within twenty-five (25) days of the Effective Date,
the MTA shall deliver to Asher a check made payable to Asher in the amount of
$25,000. The parties and Asher agree that this payment is not for backpay, and is
for his alleged emotional distress.

4.14.1.1.1. Asher shall be solely responsible for any and
all federal, state, or other taxes due as a result of the payment made pursuant to
section 4.14.1.1. The MTA shall not withhold any taxes from this payment, but
shall issue Asher the appropriate tax form to reflect the payment.

4.14.1.2. Asher has informed the undersigned counsel for the
United States that he no longer desires a position as a BDOF Bus Operator with the
MTA. Accordingly, the MTA is not required to offer Asher reinstatement relief.

4.15. Training

4.15.1. Within one hundred eighty (180) days from the Effective
Date, the MTA shall have completed training, of those individuals described in
section 4.15.1.1, regarding Title VII's prohibitions against religious discrimination
and the religious accommodations set forth in this Settlement Agreement. This
training shall include giving each person trained a copy of the MTA's Religious
Accommodation Policy created pursuant to section 4.5.

4.15.1.1. The training required by the foregoing section
(4.15.1) shall be provided to:

4.15.1.1.1. all MTA Human Resources supervisors and
managers, and all MTA Human Resources personnel who regularly speak, or are
otherwise in contact, with bus operator applicants as part of the MTA's bus
operator recruitment and hiring process;

4.15.1.1.2. all MTA personnel who interview bus
operator applicants as part of the MTA's bus operator recruitment and hiring
process;

4.15.1.1.3. the designated member of MTA management
identified in the MTA's Religious Accommodation Policy as a contact person
regarding religious accommodation issues as specified above in section 4.5.1 and
4.5.2;

4.15.1.1.4. the Manager and Assistant Manager of OCI;

4.15.1.1.5. all OCI Instructors; and

4.15.1.1.6 the Division Transportation Manager and
Assistant Transportation Managers at each MTA bus division. 4.15.2. Within thirty (30) days following the completion of the
above-specified training, the MTA shall provide Plaintiff's Attorneys with written
verification that the training has been completed and that all employees specified in
section 4.15.1.1 (and its subsections) have received the training.

4.15.3 The MTA shall bear the cost of the training required in section
4.15.

4.16. Oversight 4.16.1. Commencing with the first Calendar-Year Quarter that begins
following the Effective Date, and continuing thereafter for the duration hereof, the
MTA shall prepare and provide to Plaintiff's Attorneys no later than the fortieth
(40th) day of the next Calendar-Year Quarter, quarterly written reports setting
forth for the Calendar-Year Quarter, the following information:

4.16.1.1. A list (with no identifying information of individuals)
specifying: (i) all bus operator applicants who marked their applications to indicate
that they are not available to work any shift, on any day of the week, whether
weekday or weekend who inform the MTA that their unavailability is compelled
by their Religious Obligations; (ii) whether such bus operator applicants chose to
continue in the hiring process subject to the MTA's Religious Accommodation
Policy; (iii) whether such applicants were denied employment with the MTA; and
(iv) the reason for any such denial.

4.16.1.2. A list (with no identifying information of individuals)
specifying: (i) all bus operator applicants who inform the MTA during their
appraisal interview or at any other time during the hiring process that the applicant
is not available to work any shift, on any day of the week, whether weekday or
weekend, because of the applicant's Religious Obligations; and (ii) whether such
bus operator applicants chose to continue in the hiring process subject to the
MTA's Religious Accommodation Policy; (iii) whether such applicants were
denied employment with the MTA; and (iv) the reason for any such denials.

4.16.1.3. A list (with no identifying information of individuals
other than badge number of bus operators) specifying: (i) all bus operator
applicants or employees submitting a religious accommodation request form
pursuant to section 4.6.6; and (ii) for each such bus operator applicant or
employee: (a) the accommodation requested and the asserted reason therefor; (b)
the accommodation granted, if any; and (c) if the accommodation was denied, the
reason for any such denial.

4.16.1.4 A report of each dispute described in section 4.17.2.3,
including a description of the nature of the dispute, the attempted resolution, and
any decision of the Executive Officer of the Employee and Labor Relations
Department.

4.16.1.5. Upon fifteen (15) days notice to the MTA and upon
good cause shown, the United States may inspect the bus operator applications or
the religious accommodation requests indicated in sections 4.16.1.1 - 4.16.1.3. The
United States and the MTA will enter into a privacy agreement to protect the
confidential information of the applicants or employees.

4.16.2. The MTA shall retain copies of the following documents
during the term of this Settlement Agreement, and during that time shall make such
documents available to Plaintiff for inspection and copying (at Plaintiff's expense)
upon thirty (30) days written notice by Plaintiff's Attorneys to the MTA, without
further order of this Court:

4.16.2.1. The MTA's Religious Accommodation Policy,
created pursuant to section 4.5, including any revisions thereto; and

4.16.2.3 Should the MTA revise the Religious Accommodation
Policy or revise any of the modifications required by section 4.6.1 or 4.6.2 on any
of the materials referenced in section 4.16.2.2, a copy of such revisions shall be
sent to the United States within ten (10) days of their effective date.

4.17. Dispute Resolution

4.17.1 Dispute Resolution Between the Parties. Any Dispute that
arises between any of the Defendants and Plaintiff or between Defendants shall be
resolved as set forth in this section (4.17.1 and its subsections). Should any such
party assert any Dispute, that party shall notify counsel for the other parties, in
writing, by facsimile, hand delivery, or U.S. Mail. The parties to the Dispute shall
then endeavor in good faith to resolve the reported Dispute informally. If the
parties to the Dispute have not reached a mutually satisfactory resolution of the
Dispute within thirty (30) calendar days after notification, then any such party may
initiate the following dispute resolution process:

4.17.1.1. Any Dispute that cannot be settled through the above
informal direct discussions shall be submitted to mediation.

4.17.1.2. Any party to a Dispute may demand mediation by
serving a written notice of such demand. Following such notice, the parties to the
Dispute shall seek to agree, within fourteen (14) days, upon a mediator for such
Dispute. If the parties fail to agree upon a mediator within fourteen (14) days, the
mediator shall be selected as provided in section 4.17.1.3.

4.17.1.3. If the parties to the Dispute cannot agree upon a
mediator, these parties shall have JAMS/Endispute (hereinafter "JAMS"), in each
case, compose and provide to the parties a list of at least ten candidates, all of
whom shall be members of the State Bar of California. If the parties cannot agree
on a mediator from this list within 10 days of receipt, each party may strike up to
three candidates from the list, all such striking to be done and communicated ex
parte to JAMS, within fifteen (15) days of receipt of the list. The parties shall then
have JAMS select the mediator from the candidates remaining on the list.

4.17.1.4. Each mediation shall be conducted within Los
Angeles County.

4.17.1.5. All costs for a mediator shall be split pro rata between
the parties to the Dispute.

4.17.1.6. If the mediation is unsuccessful, any party to the
Dispute may file an appropriate motion with the trial court in this case to
adjudicate the Dispute.

4.17.2 Dispute Resolution Between the MTA and its Bus Operator
Applicants or Employees. Should any Dispute arise between the MTA and its Bus
Operator applicants or employees regarding the operation of the Settlement
Agreement, the MTA shall attempt to resolve such Dispute by means of the
following process:

4.17.2.1. The member of MTA management identified in the
MTA's Religious Accommodation Policy as a contact person regarding religious
accommodation issues as specified above in section 4.5.1 and 4.5.2, shall, within
ten (10) days of learning of the existence of the Dispute, endeavor in good faith to
resolve the reported Dispute informally.

4.17.2.2. If the Dispute is not resolved by the process specified
above in section 4.17.2.1, the bus operator applicant or bus operator may appeal
the matter to the MTA's Executive Officer of the Employee and Labor Relations
Department within ten (10) days of the decision resulting from section 4.17.2.1.
The Executive Officer of the Employee and Labor Relations Department's
determination shall be final, subject to section 4.17.2.4.

4.17.2.3 A report of each such Dispute, including a description
of the nature of the Dispute, the attempted resolution, and the decision of the
Executive Officer of the Employee and Labor Relations Department shall be
included in the MTA's quarterly reports to the United States described in section
4.16.

4.17.2.4 Nothing in section 4.17.2 or any other section of this
Settlement Agreement in any way limits the rights of any applicant or bus operator
who believes he or she has been subject to discrimination in violation of Title VII
of the Civil Rights Act of 1964 to file a complaint with the Equal Employment
Opportunity Commission or the California Department of Fair Employment and
Housing.

4.18. Other Matters

4.18.1. Construction of Settlement Agreement.

4.18.1.1 The inclusion of obligations or requirements in this
Settlement Agreement shall not be construed as a concession or admission by
Defendants, or either of them, or a finding by the Court, that, absent this Settlement
Agreement, Defendants would otherwise have such obligations or requirements.

4.18.1.2. To the extent that any provision in this Settlement
Agreement is inconsistent with the CBA, the parties agree that such provision is
not precedent for any context other than the reasonable accommodation of the bus
operator's Religious Obligations.

4.18.1.3. Nothing in this Settlement Agreement shall be
construed in any way whatsoever as requiring the MTA to hire or retain
unnecessary personnel or to hire a bus operator applicant or retain a bus operator
who does not comply with the MTA's disciplinary rules or meet the MTA's lawful
job requirements (as modified by this Settlement Agreement with respect to
religious accommodation).

4.18.1.4. Wherever in this Settlement Agreement Defendants,
or either of them, are required to provide notice, reports, or other documents or
materials ("Material") to "Plaintiff's Attorneys" or to the "United States," it shall
be sufficient for Defendants to provide such Material solely to the Chief of the
Employment Litigation Section, Civil Rights Division, United States Department
of Justice, PHB 4040, 950 Pennsylvania Avenue, NW, Washington, D.C. 20530.
Wherever in this Settlement Agreement "Plaintiff's Attorneys" are required to
provide Material to Defendants or either of them, it shall be sufficient for
Plaintiff's Attorneys to provide such Material, in the case of the MTA, to Mary
Reyna of the County Counsel's Office (or to a successor designated by an attorney
of the County Counsel's Office, in a writing delivered to Plaintiff's Attorneys)
with a copy to Ira Weinreb of Parker, Milliken, Clark, O'Hara & Samuelian (or to
a successor designated by an attorney of Parker, Milliken, Clark, O'Hara &
Samuelian or of the County Counsel's Office, in a writing delivered to Plaintiff's
Attorneys), and, in the case of the UTU, to Lawrence Drasin of Lawrence Drasin
and Associates (or to a successor designated by the UTU, in a writing delivered to
Plaintiff's Attorneys).

4.19. Term

This Settlement Agreement shall remain in effect, and the Court shall retain
jurisdiction for the purpose of resolving any Disputes not resolved by section
4.17.1, until two (2) years following the Effective Date. Two years following the
Effective Date, the Complaint shall be dismissed with prejudice in its entirety
without further order of the Court.

4.20. Effect

4.20.1. This Settlement Agreement shall be binding upon Defendants
and upon Plaintiff, and it shall be in complete satisfaction of all legal and equitable
claims accruing prior to the date of entry of this Settlement Agreement, both
alleged in the Complaint or otherwise arising out of the facts alleged in the
Complaint, against any Defendant or any of its respective parents, subsidiaries,
owners, officers, directors, agents, employees, or contractors.

4.20.2. To the extent any of the provisions of this Settlement
Agreement, or any actions taken pursuant to such provisions, may be inconsistent
with any state or local statute, law, or regulation, the provisions of this Settlement
Agreement shall prevail in accordance with the constitutional supremacy of federal
law.

4.21. Attorneys' Fees and Costs -- All parties shall bear their own
attorneys' fees and costs in this case.

IT IS SO ORDERED.

Agreed and consented to on behalf of Plaintiff United States of America